The Maze of Depravity
by Hour of Twilight
Summary: Kidnapped by Discord, Twilight awakens to find herself trapped in a maze and separated from her friends. In order to find the Elements and defeat Discord, Twilight must find her way through the maze and get past all of the kinky obstacles in her way. But she soon finds that the further she goes, the less she wants to escape.
1. Chapter 1

Twilight Sparkle groaned as she began to stir, picking her head up off the ground as she cracked her eyes open. She looked around in confusion, seeing extremely tall hedgerows that formed a set of walls on either side of her. Then, her eyes widened as it all came back to her. Discord's escape, the missing Elements… And they were somewhere in this maze.

She climbed clumsily to her hooves, a frown on her face. Where are all my friends? she wondered. "Rainbow? Pinkie Pie?" she called out. Her voice carried far, but she got no reply.

She was definitely worried now; she had no idea where her friends were, and on top of that, she was trapped in a maze with no idea what to expect. She closed her eyes and took a few calming breaths, resolving to remain calm.

A pop from her left caused her to open her eyes again, only for her to scowl and take a step back as Discord's familiar visage grinned down at her.

He was hovering a few feet off the ground, looking amused as he watched her. "Ah, you're awake," he remarked, steepling his fingers together. "Good, good."

"Where are my friends?" Twilight demanded, spreading her hooves slightly and baring her teeth.

Discord shrugged, that smirk never leaving his face. "Oh, they're around here somewhere."

"Are they alright?" she asked worriedly.

He waved a hand at her. "Oh I daresay they're more than alright, my dear."

Twilight frowned. What does he mean by that?

Discord snapped his fingers, getting her attention again. "Which brings us to you," he said cryptically. He grinned, and Twilight took a cautious step back. "Your little friends are somewhere inside this maze, and quite… incapacitated, if you will."

"Incapacitated?" Twilight repeated, her eyes narrowing. Her horn flared with purple magic as she readied a spell to throw at Discord. "If you've hurt them…"

Discord snapped his fingers again. "That reminds me. Hold still for a moment, would you?"

Before Twilight could even think about running, Discord leaned in and clamped something around the base of her horn. Twilight shrieked as the energy she had been channeling was abruptly cut off, sending a stab of pain through her head and causing her to stagger as her vision went blurry for a few moments.

"Blast it," Discord muttered. "These things are always so tricky to get to the right frequency." He began fumbling with the ring, and Twilight suddenly found herself unable to move, frozen in place by Discord's magic. While the draconequus continued tampering with whatever he had placed on her, Twilight was nearly in hysterics over the fact that she could no longer feel her connection to magic. She had never felt more vulnerable in her life.

After a few moments, she felt a tiny bit of her power return, and she exhaled in relief. At the same time, Discord took a step back, looking rather pleased with himself. "That should do it," he said with a nod.

Twilight suddenly had control of her muscles again, and immediately gave Discord her fiercest glare. "What did you do to me?!" she shouted. She reached up with a hoof and began scratching at the ring Discord had placed on her horn, but it didn't budge no matter how hard she tried.

"Ah, that's an inhibitor ring," Discord explained. "A pony invention, believe it or not. Rather hard to find these days, but I have my ways."

"Why?" Twilight asked. She hated herself for it, but there was a note of plea in her voice.

He rolled his eyes at her. "Because it wouldn't be fun if you simply magicked through everything, now would it?" He waggled a talon at her. "But don't fret; you can still use magic, but only a small amount."

Twilight frowned and concentrated, feeding a small amount of magic into her horn. It worked fine at first, but once she reached a certain threshold of power the spell fizzled. She quickly cast a few more spells, testing the limits of the ring, and to her dismay found that it only allowed her to use the basics. Okay, so… levitation, illumination, but not much else, she thought. Well, it's better than nothing.

"Now, for the best part," Discord said, looking gleeful. To Twilight's surprise, he actually bounced in place a few times. "To find your friends, all you have to do is get through the maze. Simple as that."

Twilight stared at him for a moment. "You must think I'm an idiot. What's the catch?"

Discord grinned and something almost like approval flickered across his face. "You may encounter a few obstacles along the way." Before Twilight could ask more, he held up a claw. "That's all you'll be getting from me," he said. With a snap of his fingers and a puff of smoke, a floating easy chair and a bucket of popcorn appeared in midair. Discord took a seat and grabbed the popcorn while Twilight watched in bemusement.

He stared back for a moment before waving a hand impatiently. "Well, get on with it," he said before tossing a few pieces of popcorn into his mouth. "Oh, and do enjoy yourself." With that final bit of advice, Discord vanished with another snap of his fingers, leaving Twilight alone.

Still feeling suspicious, Twilight looked around for any signs of the draconequus but saw nothing. With a sigh, she decided she had no choice but to start walking. She began looking around again, taking note of her surroundings.

There were two directions she could go, and neither one of them stood out. She glanced up, a frown on her face as she saw that the hedges were far too high to even think about scaling. She trotted up to one and prodded it with a hoof, finding that it was too thick to push her way through it.

As much as she hated not having a plan, she didn't exactly have a lot of options. So Twilight chose a direction at random and began trotting down the path, hoping that she had picked the right one.

As she walked, Twilight couldn't shake the feeling that she was being spied on, and in all likelihood she probably was. She tried to stop worrying about that and focus on her surroundings instead, wary of the traps that Discord had hinted at.

The sun was still up, but the maze seemed to negate any real comfort it may have provided her. The hedgerows around her were so tall that they cast long shadows over the ground, forcing her to keep a close eye on her surroundings in case something was hiding in the darkness. Then there was the silence; there was no sound whatsoever other than her hoofsteps and breathing. It made Twilight tense and afraid, expecting something to jump out at her at any moment.

But for the next few minutes, nothing of the sort happened. Twilight tried to tell herself that was a good thing, but it really just made her feel even more paranoid. If there are traps in here, why haven't I seen anything yet? Was Discord lying, or is he just trying to lull me into a false sense of security? She certainly wouldn't put it past him, but she couldn't know for sure either way.

She came to a stop a moment later as she reached a Y-junction. She rubbed her chin with a hoof as she looked between the two. They looked the same to her, so she had no idea which was safer, or would get her to her friends the fastest. She picked the one on the left at random and started walking towards it. However, as soon as she reached the opening, she collided with something solid. She cried out in surprise and stumbled back, falling to her haunches. Before her eyes, the path disappeared and was replaced by solid brush.

Twilight scowled as she realized she'd been tricked. It had been an illusion all along, and she hadn't figured it out until she'd gotten a face full of hedge. "That's just mean," she grumbled. With no other choice, she turned and began walking down the other path, which thankfully was actually real.

She proceeded down the path for another minute before a sudden rustling made her stop. She began looking around, and her eyes fell on a small creature crawling out of the bushes behind her. She turned to face it, keeping a close eye on it.

It was an odd-looking creature, insectoid in appearance, and about the size of a cat. It had six legs and a hard outer shell, vaguely resembling a beetle. Only instead of pincers, it had some sort of feeding tube with a few tiny tentacles growing around it.

With a soft chittering sound, the creature began skittering over to her. With a shriek, Twilight aimed her horn at it and attempted to cast a concussion spell, only for it to fizzle when she put too much energy into it. She turned in an attempt to flee, only to cry out again as she felt it clamp down on her tail with its legs.

While Twilight bucked and twisted in an effort to throw it off, the insect-like creature crawled along her tail, heading for her rump. Twilight didn't know what it was planning, but she wasn't going to stick around long enough to find out. She managed to calm herself down enough to cast a weaker spell, surrounding the bug with her purple aura as she plucked it off her mere moments before it reached her rear.

Without a second thought Twilight flung it away, ignoring its dismayed chittering as she ran, eager to put some distance between herself and the creepy little thing. She encountered no further obstacles for a few moments until, without warning, she stepped on a patch of ground that was a bit softer than it should have been, causing her to stumble and fall on her stomach.

Suddenly, green vines erupted from the hedges all around her, and Twilight screamed as they began to flail around, apparently looking for their prey. As soon as the sound left her throat, they froze, then darted toward her. Twilight tried to get to her hooves, but it was useless. As soon as she did, one of the tentacles swiped them right out from under her, causing her to fall flat on her belly. She whimpered and closed her eyes, expecting the worst, but when nothing happened, she opened her eyes again.

She was immediately met with the sight of one of the appendages holding itself just in front of her face, almost as if it was studying her. Twilight blinked in surprise, then looked more closely. The tendril was pale green in color, and very smooth all the way back to the hedge from which it had emerged. The tip of it was tapered, and the last few inches had several tiny holes scattered over the surface, along with another on the tip.

Before Twilight could think on it more, she felt a nudge against her side. Looking back, she saw another of the tendrils poking at her, as if it wanted something. With a frown, Twilight slowly stood up, and when the tentacle didn't object, she took the opportunity to look around.

She was surrounded by more of the appendages, every single one having emerged from the hedges, and varying in thickness from a few millimeters to about two inches. When the tentacles made no further movements, Twilight found herself more confused than anything.

She tried taking a step forward, only for the tentacle in front to turn sideways and block her path. Twilight frowned at it, then took a step back. This seemed to satisfy it as it pointed itself toward her again, leaving her wondering why it seemed to be so interested in her face.

Twilight felt another nudge, but this one was against her cutie mark. With a squeal of surprise she leapt away, glaring over her shoulder at the offending tentacle. A moment later, another one poked her other flank, causing her to gasp and start backing away.

The other appendages around her began to move, and Twilight started turning in circles as they closed in, looking for an escape. However, she was completely surrounded, and with little magic to speak of she was out of options.

She felt two of the tentacles return to her flanks, but this time they lingered, gently massaging her cutie marks, almost like a show of affection. She then felt a tickling sensation across her belly as another began rubbing against it, followed by a fourth one loosely coiling around her neck.

She gasped as one of the smaller ones wrapped around her tail, lifting it up out of the way and exposing her marehood. She cried out again a moment later as she felt another thin one begin tickling the area around it.

Twilight tried to squirm away, but more tentacles moved in and wrapped themselves around her legs to immobilize her. The one around her neck gave a firm tug, forcing her to face forward rather than look back to see what the other tentacles were doing.

The ones at her flanks continued their kneading motions, which had her squirming as much as the tentacles allowed. Despite herself, she had to admit that it was quite a relaxing feeling, although the one tickling her pussy was starting to frustrate her.

She felt her tail being lifted higher, and a shiver went down her spine as she felt the thin tendril shift slightly, drawing a line up her slowly moistening slit. "W-what are you doing?" she managed to gasp out. She got no answer beyond another tickling swipe across her marehood. When it brushed against her clit, she scrunched her eyes closed and her lips parted in a helpless moan.

As soon as her mouth was open it was stuffed full with one of the larger tentacles, causing her to gag and try to spit it out. It had a rubbery texture, and was surprisingly warm. She also detected a faint, steady throbbing, suggesting a heartbeat of some kind. It had the scientist in her wondering if the 'plant' was actually some sort of animal but such thoughts were removed from her mind when the tentacle continued to push past her lips. It continued to press further into her muzzle until it halted, just shy of the back of her throat.

Suddenly feeling defiant, Twilight bit down hard on the tentacle in her mouth, trying to force it out. She felt it twitch, but it didn't seem to be hurt in the slightest. She then squealed in surprise a split-second later as one of the tentacles massaging her flanks give it a hard smack in response, sending mixed feelings of pain and pleasure through her body.

Twilight whimpered slightly and relaxed her jaw, and the tentacle returned to its soothing kneading motions. At the same time, the thin tendril that had been teasing her pussy slipped into her, causing Twilight to groan past her mouthful as she felt it begin tracing circles around inside her. Another appeared a moment later to continue teasing her clit, causing her to give another muffled moan.

The tentacle in her mouth throbbed, and Twilight gagged as her mouth was filled with a sticky, foul-tasting liquid. She tried to spit it out, but the tentacle kept her tongue pinned to the bottom of her mouth, and she only succeeded in forcing a small amount to dribble past her lips and down her chin. The tentacle around her neck began to massage her throat, coaxing her to swallow.

Despite her reluctance, Twilight knew she wasn't given much of a choice. She closed her eyes and obediently swallowed the tentacle's cum, shuddering as it slid down her throat. She hoped that the tentacle in her mouth would withdraw once she did what it wanted, but to her dismay it didn't budge, seemingly content with holding itself there.

While this was going on, the tentacle teasing her marehood was beginning to move faster. She felt a few bursts of something incredibly warm shoot inside her, followed by the tentacle spreading it around to ensure that her inner walls were completely covered in it.

The tentacle then withdrew entirely, leaving her feeling strangely empty. Whatever fluid it had coated her insides with seemed to do nothing at first, but then she felt a slight tingling sensation. It wasn't much at first, but before long Twilight was squirming in the tentacles' firm grasp as she was overcome with a desire to have her pussy filled again.

As soon as the realization hit her, another burst of cum flooded her mouth. Twilight grimaced at first, knowing she would be expected to swallow again, when something gave her pause. Now that she thought about it, the tentacle's cum didn't taste half-bad. As she swallowed it down, she couldn't help but wonder why it had been so unpleasant the first time.

Twilight's face was now flushed with arousal, and her breathing ragged. Unnoticed by her, the tentacle around her tail had gone slack; it was still there, but Twilight was now holding her tail up on her own without even realizing it.

A moment later, and Twilight gave a muffled moan as she felt pressure against her marehood. One of the larger tentacles had taken an interest in it, and Twilight found it hard to object. It rubbed against her a few times, causing her to squirm impatiently, until it slowly sank itself inside her.

Twilight moaned in satisfaction as her pussy was filled by the thick tentacle. Her inner walls clenched around it, but it proved to be no obstacle as it went deeper inside her. After a few seconds, it finally came to a stop, just before it would have collided with her cervix.

It held itself there for another moment, letting Twilight adjust to its size, but she was far too impatient for that and gave a muffled shout. It seemed to get the message and started to withdraw, leaving Twilight missing its presence almost immediately. A moment later Twilight groaned in satisfaction as it pushed its way back in, filling her pussy again.

After a few more thrusts it sped up, causing a steady stream of moans to escape Twilight's throat as her eyes slid closed. The tingling in her pussy had become a fiery desire for satisfaction, and the tentacle at her rear was only too happy to oblige.

Without warning, Twilight suddenly felt the tentacle that had been rubbing her belly coil around her, circling her midsection several times before gently lifting her up in the air. The other tentacles moved with her, keeping Twilight bound as she was turned over so that her back was to the ground.

The tentacle thrusting away at her pussy had not broken its pace in the slightest, and the pair massaging her flanks were only getting better as time went on. The tentacle in Twilight's mouth started to thrust back and forth, causing Twilight to open her eyes in surprise as it steadily increased its pace to match the one in her pussy.

Still, she wasn't about to complain. In fact, now that the tentacles had gotten her worked up, she found that she enjoyed the feeling of them using her body like this. It wasn't an unfair trade by any means, when she thought about it; they used her body as they pleased, and in exchange made sure she loved every second of it.

The next thing she became aware of was a slight tickling sensation at her tight anus. A moment later, a burst of a warm, slick fluid coated the outside, followed by another of the thin tendrils working its way inside. Twilight wiggled in discomfort, but those feelings were soon replaced by pleasure as the tentacle began to squirm around inside her, coating her last remaining hole with its lubricant.

Like her pussy before it, a tingling sensation was quick to build, and Twilight soon found herself wanting more. A moment later the tendril withdrew, and was quickly replaced with another of the large ones. By now Twilight was eagerly anticipating it, trying to spread her hind legs wider to give it better access.

The tentacle continued pushing against her puckered entrance, Twilight waiting with bated breath. It popped inside a moment later, sending a jolt of pleasure up Twilight's spine that had her screaming in ecstasy and frantically bucking her hips as she climaxed.

Both her pussy and ass clenched tightly around the tentacles as she came, and in response all three of them stopped thrusting and held themselves inside. Twilight's moan became even louder as she felt warm, sticky spunk erupt from the two tentacles at her rear, followed a split-second later by the one in her mouth pumping another load directly down her throat.

Twilight's jaw was slack as she came down from her incredible high, eyes glazed over in pleasure as the tentacles finished pumping their thick load into her. All three of the ones that had been thrusting into her remained still, content to let Twilight ride out her climax.

When Twilight came to her senses, she found that her orgasm, while intense, had not satisfied her. She was still horny, and the tentacles seemed to be fully aware of that. As a result, she didn't protest in the slightest when they started rutting her again, alternating their thrusts in all three of her holes to keep her in a constant state of ecstasy.

To her surprise, the tentacle in her mouth began to push further down her throat. She gagged at first, but the one around her neck started massaging her throat again, forcing it to relax. As a result, the tentacle went deeper and deeper down her throat, and Twilight was just starting to get desperate for air when it moved back and removed itself from her mouth entirely.

She gasped and panted for a few moments as the tentacle, thoroughly lubricated with her saliva, lingered in front of her face. The two tentacles thrusting into her pussy and ass made it difficult for her to catch her breath, as whenever she got air into her lungs she was forced to moan it right back out.

Luckily for her, the tentacle that had been using her mouth was patient enough to let her recover. When Twilight was ready, she leaned forward and wrapped her lips around it, moaning softly as she felt it release more of its warm cum in her mouth. The taste was intoxicating now, and Twilight found herself desiring more as she suckled eagerly on the appendage. It allowed her to do so for a few moments before it pushed further into her mouth and back down her throat.

Gradually, the tentacle sped up its pace, using Twilight's muzzle and throat quite liberally, not that she was complaining. All three of the tentacles were using her body as they willed, and Twilight found herself enjoying every second of it. That fiery lust she had felt since she'd swallowed the tentacle's first load only seemed to grow stronger, and she found herself moaning and demanding more the longer it went on.

Twilight's second orgasm hit even harder than the first, and she clenched her eyes shut as she screamed in pure pleasure. Just as before, all of the tentacles stopped their motions and came inside her, again filling all three of her holes with their hot spunk.

The white fluid oozed out of her ass and pussy, dripping down her hind legs to the ground as Twilight shuddered and moaned in delight. The very second her climax ended, the tentacles began moving again with a series of wet squelching sounds.

Twilight lost track of time after that, and she gave up counting her orgasms after the fifth. The tentacles kept her well-satisfied, and whenever she started to feel tired, the one in her mouth would dump another load of its cum down her throat, which would somehow revitalize her. It also made her mind cloudier each time, until she could barely think of anything beyond the tentacles and her next orgasm.

After what felt like an eternity, Twilight writhed and squealed in pleasure as she had yet another orgasm. This time, rather than finish inside her, all three of the tentacles withdrew. One at her rear shot its thick, stringy load all over her thighs, rump, and flanks, while another painted her sides and belly. The one in front held itself there as it coated her face with its warm, gooey spunk. Twilight opened her mouth for the tentacle as it shot the last few bursts directly into it, shuddering in delight as she gulped it all down.

Once the tentacles were done, Twilight went limp in their hold, twitching from the aftershocks of her repeated orgasms as she panted for breath. Despite the thorough rutting she'd gotten, she didn't feel tired in the slightest. Whatever that tentacle had been pumping down her throat obviously had some special properties.

After the tentacles had lowered the well-fucked mare to the ground and released her, she stood up on shaky hooves, wiping the cum off her eyelids so that she could see.

She slowly licked the cum off her hoof as she watched the tentacles swaying around her, almost drunkenly, and coated in both their own fluids and hers. They all twitched in her direction, perhaps a gesture of acknowledgement, before retreating back into the hedges they had emerged from, leaving Twilight alone. Despite herself, she was sad to see them go.

She hummed to herself as she looked over her body, a smirk on her muzzle as she saw the parting gift they had left her. It was sticky and matted her fur, yet she loved the feeling; the tentacles had taken her as their own, and had left their mark to prove it. She couldn't explain why, but she felt strangely proud of it.

Deciding to have some more while it was still warm, Twilight sat on her haunches and scraped some of the cum off her belly with a hoof. She licked it off a moment later, shivering and moaning in delight at the heady taste. She repeated the action a few more times, slowly cleaning off her belly until she finally forced herself to stop.

Didn't I come here for something? she thought to herself. A moment later, she inhaled sharply as it came back to her. My friends! Oh no, how long was I here?

She struggled to remember, and as best she could tell it had been a few hours. She sighed and shook her head, deciding there was nothing else for it but to just keep moving. She cast one more glance over her shoulder, a slightly longing look on her face, before turning and trotting deeper into the maze, feeling a lot less cautious than she had before.


	2. Chapter 2

Twilight Sparkle hummed to herself as she trotted down the path, feeling at ease with her surroundings for the first time. With a small smile on her face, she kept thinking back to her encounter with the tentacles. While it had technically been a trap, Twilight didn't feel as if walking into it had really been a bad thing.

She couldn't help but giggle to herself, her mind swimming at the thought. She had to admit that she was tempted to turn around and try triggering the trap again, but her more rational side won out. As fun as it had been, she had a mission and she couldn't afford any more delays.

However, it seemed that the tentacle's gift was one that kept on giving. Despite the thorough rutting it had given her, Twilight still wasn't entirely satisfied. Whatever fluids it had been pumping into her orifices seemed to have some lingering effects, namely keeping her aroused.

As she walked she tried to ignore it, biting her lip and forcing herself to focus on looking out for more traps. But that pressing need only grew stronger the more she denied it, and before long she was panting through parted lips as she rubbed her thighs together in an attempt to stimulate herself.

She stopped walking, squirming as her moistened pussy continued to drip from under her tail. Her face felt hot, and Twilight closed her eyes as her mind wandered back to that tentacle, remembering how it had felt inside her, and she shivered at the feeling. It was then that she decided she couldn't keep going like this. If she wanted to have any focus at all, she needed some kind of satisfaction.

Twilight channeled a tiny amount of magic into her horn, focusing it on her marehood. She groaned softly as she felt the tingly, almost electric sensation as her magical aura coated her swollen outer lips, gently kneading them. After a few seconds of this, Twilight began to extend the field, directing it inside her and covering her inner walls.

Twilight moaned to herself as she began to fluctuate the magic, forcing her walls to contract and expand in turn. She found that with a little practice, she could manipulate her magic to make it feel as if she was actually being fucked, and the subtle tingling sensation of her aura added an extra layer of pleasure.

As she stood there in the open, eyes closed tightly, Twilight's moans escaped her mouth with increasing regularity as she sped up, firmly working her inner walls as her pussy freely oozed her juices. Deciding to push herself along faster, Twilight expanded the field further and included her clit, simulating a steady, circular motion that had her moaning even louder.

Twilight wasn't in the mood for teasing herself, so she didn't slow down at all as she felt her climax approaching. She hit the edge of her pleasure, and cried out in delight as her inner walls clenched hard, her hind legs shaking as the incredible waves of ecstasy raced through her body.

Twilight was unable to maintain the spell throughout her climax, her thoughts scattered by the pleasure, but it had done its job. Over the next few seconds she had a nice, heady orgasm that left her panting, a satisfied look on her face as she cracked her eyes open again.

However, her eyes widened as her gaze fell on a new figure, one who was watching her with an amused look on his face, and no small amount of arousal. Moreover, he looked familiar; a dragon, purple and green in color, and naked except for a long, black loincloth tied around his waist.

"S-spike?" Twilight stammered, her face red with embarrassment. But that wasn't right, she realized, when she took a closer look. This dragon was much taller than Spike, towering over her, but still standing comfortably on two legs. He also had a much larger muzzle, filled with sharp, pure white teeth that she could see when he grinned at her, and unlike the Spike she knew, had a set of leathery wings folded against his back.

"Not quite," the dragon said, and Twilight was struck by his voice. It was deep, as smooth as silk, and yet he still sounded like Spike to her. "But something close to it."

"W-what are you doing here?" Twilight asked. She pressed her tail down between her hind legs, feeling self-conscious now that she had an audience.

'Spike' shrugged at her, that toothy smile never leaving his face. "I could ask you the same, Twi," he said, mirth in his voice. His expression became sly. "But I think I already know."

Something changed in his eyes, and Twilight's gaze was drawn to them for the first time. She found herself captivated by what she saw. They were the exact same shade of green that she was used to, but there was something more to them now; a subtle, smoldering look of desire.

He took a step forward, one of his clawed feet digging into the earth as he moved. Twilight stepped back, suddenly feeling nervous about this stranger in her little brother's body. "What happened to you?" she asked.

He paused, frowning in thought for a moment. "I'm not quite sure," he said. "I have his memories, some of them at least, but I don't think I'm the Spike you know." He shrugged at her. "I don't know where he is, but I'm sure he's fine."

"Well… What do you want?" Twilight tried, still feeling a bit nervous. But despite herself, she couldn't stop her eyes from wandering. This older version of Spike was undeniably attractive. His scales were finely polished, and had a dull sheen that caught her eye. The dragon's chest and stomach were scaleless, but the muscles there looked just as firm. And then there was that look he kept giving her, that one of pure lust and reckless abandon that made her want to turn around and lift her tail for him… She shivered at the thought.

He gave her a sly grin. "I think this is about what you want, Twilight." He took another step forward, but this time he didn't stop. He continued to advance toward Twilight, like a predator whose prey had no means of escape.

Twilight tried to back away again, but she again caught his eye and found herself captivated by his gaze. Before she knew it, the dragon was standing directly in front of her, and she had to look up to see his face as he grinned down at her.

"So, how about it?" he asked, his voice a low, sultry rumble. "I know what you need, Twilight… I saw it." He reached down, slowly stroking the side of her face with a claw. "But it's not enough, is it? You want more."

"I…" Twilight said dumbly, her mind at a standstill. Her pussy was still moist, her juices soaking her tail. The orgasm she'd given herself hadn't doused the fire of her lust; it had barely even cooled it. And the knowledge that this sexy creature knew it, that he wanted her, was almost too much for her.

"You know, I don't just have Spike's memories," the dragon said, running a claw along the length of Twilight's horn. "I have other memories too… Memories that would help me make you a very happy mare."

"But… we can't," Twilight said weakly. "You're like a little brother to me… I helped raise you!"

"And why should that matter?" Spike asked. "It just means we're closer than anyone else. Who better than me?"

Twilight felt his hand stray, slowly tracing a path down down her spine. She bit her lip, trying to tell herself to stop him, that it was wrong, but at the same time she wanted it so badly.

"Just relax and let me take care of you," Spike murmured. He took another step, leaning down to hug Twilight around her neck. She rested the side of her face against his stomach, feeling awed by the intense, soothing warmth of his skin.

He stroked the back of her neck a few times before bending at the waist, leaning over Twilight's back and brushing her tail aside. She didn't resist at all, and her eyes slid closed as she felt the dexterous dragon's amazingly hot breath brush against her marehood.

A long, soft moan escaped Twilight's mouth a moment later as she felt something thin, wet and hot dance across her outer lips, something with two prongs that she assumed was Spike's tongue. She heard a low rumble deep within his chest as he chuckled, followed by another light lick against her lips.

"Quite a taste, Twilight," Spike said lowly, pausing in his ministrations. "But it's not all you, is it? I'm not the first one to have you today..."

Before Twilight could reply, he gave her another lick, causing her to gasp. Over the next minute, Spike continued to tease her in this manner, his slick, dexterous tongue dancing over her slit, skillfully avoiding her clit and never once slipping inside her. She was getting frustrated at the slow pace, and Spike didn't seem to be in a hurry. "W-why are you taking s-so long?" Twilight stammered in between her pants and moans.

She felt Spike pause. "Tell me you want this."

"I…" She bit her lip, fighting against herself for a moment. "Okay, yes! I want it, Spike! I want you! Please, just let me cum!"

Spike didn't answer. Instead, she felt his scaly arms wrap firmly around her hips, followed a split second later by his long tongue being thrust into her marehood. Twilight moaned in pure ecstasy as she felt it writhing around inside her, its dexterity unmatched as Spike managed to perfectly stimulate her. A moment later he withdrew it to flick her clit a few times in quick succession, pushing her to the very edge before he slipped it back inside.

With one final whirl, in which Spike skillfully ran his tongue over her G-spot, Twilight screamed in delight as she came hard, her hips trembling in his warm hold as he continued to lap at her. Her juices filled his mouth, and she heard the sound of exaggerated slurping as he licked up as much as he could. After a few more moments of complete bliss, she felt his tongue withdraw and the the dragon stood up straight again.

Twilight looked up at him, panting as she came down from her climax. Spike was licking his lips rather blatantly, letting her watch as he collected the rest of her release and swallowed it down. As she stared in awe, Spike flashed her another grin and asked, "Did you enjoy yourself?"

"Um… Yes," Twilight said lamely. "That was amazing. I had no idea your tongue was so… flexible."

He gave another rumbling laugh. "It's a gift," he said. He smirked down at her. "But don't you think it's fair to repay in kind?"

Twilight blinked, then followed his gaze. She blushed from a combination of embarrassment and desire as she saw the massive tent in his loincloth. She looked back up at him and gave a shy nod. Spike grinned in response, then reached behind his back and fumbled with something. The loincloth fell to his feet a moment later, revealing his thick, throbbing cock and generously sized balls dangling underneath.

Twilight found herself both fascinated and aroused by the sight. It was quite a bit different from a stallion's cock. It had a tapered end, for one, and was a light pink color, except at the base where it was purple like Spike's scales. It looked almost like it was designed to slide into her as easily as possible. With a lick of her lips, Twilight slowly leaned in and took the tip of the cock into her mouth.

Spike sighed in satisfaction, a puff of smoke escaping his mouth as his eyes slid closed. Encouraged, Twilight began swirling her tongue around the head, trying to follow Spike's example from before. She found that the taste was fleshy, somewhat salty, but not unpleasant. What stood out to her the most was simply how warm it was. It was almost like she was accepting hot coals into her mouth, and yet there was no discomfort at all.

She slowly slid down until the tip hit the back of her throat, causing her to pause, then pull back. She felt Spike place a hand on the back of her head, and Twilight smiled inwardly at the gesture as she began to bob her head, the hot member sliding between her lips.

After a few moments of this, Twilight felt a tap on her shoulder, causing her to pause and look up. Her eyes widened in shock and horror a moment later as she saw a pure white stallion with a blue mane smiling down at her. "Shining?!" Twilight blurted after pulling her mouth off Spike's cock. "How… Wha…?"

"Why am I here?" he finished for her. When she nodded, he smiled slyly. "Same reason you are, I'd say. Right, Big Mac?"

"Eeyup," she heard a deep voice say from her other side, causing her look in that direction. Sure enough, Applejack's brother was standing right there, watching Twilight's blushing face with a coy smile.

She took a few steps back as she looked between the three males with her, all of whom had varying expressions of amusement and arousal.

"Dragon got your tongue, Twily?" Shining asked.

Twilight couldn't help but roll her eyes at the joke. "Not funny."

Shining just smirked. "Well, I can think of a better use for that tongue of yours." He glanced up at Spike, who was still a couple feet taller than him when standing upright. "Mind if I take a turn?"

Spike shrugged. "If you can talk her into it, sure."

"Wait, what?!" Twilight blurted, taking another step back. "We can't do that! You're my brother!"

Shining cocked an eyebrow. "So's Spike, sort of. Didn't have a problem with him though, did you?"

"He's got a point," Spike noted. "Besides, would it really be so bad?"

"Well… Maybe not," Twilight murmured, her mind wandering. Her tail twitched at the thought.

Shining smiled. "You won't regret it, Twily." With that, Shining sat on his haunches, then leaned back, spreading his hind legs to expose himself to her. Twilight's gaze was drawn to his fully erect stallionhood, about thirteen inches long and a mottled pink and black color.

Twilight stared for a moment more, before a polite cough from Spike spurred her into action. She took a few steps toward Shining, eyes straying over his body. She had to admit that he was quite an attractive stallion. Military training had done wonders for his physique, not that he had ever been out of shape in the first place. Twilight sat on her haunches in front of him, her muzzle mere inches from the head of his cock as she leaned in.

She took a sniff of the head, and shivered slightly at the musk that filled her nose. She leaned in a bit further and gave it a lick, causing Shining to give her an approving murmur. Twilight slowly moved further down, taking more of Shining's massive stallionhood into her mouth. He was thicker than Spike, and her tongue had almost no room to move, but Twilight took as much as she could regardless.

Her tongue traced his medial ring for a few moments before she pulled back, his shaft slick with her saliva. She gave his head another swirl with her tongue before moving back down. Over the next couple minutes she increased her pace, and soon Shining was moaning softly, hoof on the back of her head, and hips lightly pumping up toward her.

As Twilight took more and more of his cock into her mouth, she found herself lifting her pert rump into the air. She was caught off guard a moment later when she felt a tongue lapping at her marehood. She assumed it was Big Mac's, as it felt quite different from Spike's, being much wider and coarse. It was nowhere near as graceful, but Twilight found herself lifting her tail for it all the same, moaning in bliss.

Eventually, Spike cleared his throat loudly, causing Twilight to pull off Shining's cock and look over at him.

"I was here first, you know," Spike told Shining. "You can find another hole to put it in." Twilight found her gaze drifting down to Spike's groin again, where his hard cock was still standing at attention, a bead of precum forming at the tip.

Shining sighed and rolled his eyes. "Alright fine, you can have her back," he said. "Long as it's okay with you, Twily," he added quickly. When she gave an eager nod, he smiled and scooted back.

Big Mac removed his muzzle from Twilight's pussy a moment later, allowing her to turn back to face Spike. He stepped forward, presenting himself to her. Without hesitation Twilight parted her lips and took his hard cock back into her mouth, easily taking half of his length in one gulp and causing Spike to exhale sharply.

"She's really getting into it," Shining commented, watching with interest as he stroked himself.

"Eeyup," Mac agreed.

Twilight suddenly felt a strong pair of legs grip her by the waist, followed by a massive pressure on her back as Big Mac mounted her, slowly walking his way forward until his thick stallionhood was nudging at her pussy. When he didn't begin to push inside, Twilight realized he was waiting for permission.

She pulled off Spike's cock for a moment to catch her breath, then said, "Go ahead, Big Mac."

He didn't reply, but he did start to push into her, causing Twilight to moan softly as she felt her lips spreading around his massive girth. The tentacles may have broken her in, but they had nothing on Big Mac. She heard him grunt as she clenched around him, and Mac was barely able to push into her, tight as she was.

He made it in eventually however, his groin pressed against Twilight's rump as he rested his underbelly on Twilight's back, placing his head in the crook of her neck. After giving Twilight a few moments to adjust to his size, Mac began to withdraw with a wet 'schlurp', causing Twilight to moan in disappointment, followed by a scream of ecstasy as he filled her back up a moment later.

As soon as Twilight's lips parted, Spike shoved his member back into her mouth. Though caught off guard, Twilight didn't complain and she immediately put her tongue to work, moaning freely into Spike's crotch as she bobbed her head in time with Mac's slow but firm thrusts.

Twilight flicked her tail up to curl it around Big Mac's waist, urging him on. While it was a very tight fit, Twilight loved how snug she was around his cock, and Mac certainly wasn't complaining either if his grunts and groans were anything to go by. His forceful thrusts made Twilight feel almost delicate in his grip, and yet she had full confidence that he would never hurt her.

In front of her, Spike suddenly grunted in surprise and stopped pumping his hips into her muzzle. Perking her ears, Twilight heard him ask, "Shining? What're you doing?"

"You did tell me to find another hole, Spike," Shining said, sounding amused. "And I gotta say, you've got a pretty nice butt. Hope you don't mind if I put it to good use."

Twilight felt more weight on her back, forcing her to bend down further as Spike leaned over her, awkwardly positioning himself next to Big Mac as he spread his legs wide for Shining. Twilight had to really crane her neck to keep his cock in her mouth.

She could see Shining's hind legs in front of her as he reared up and mounted Spike, his stallionhood prodding at the dragon's rear entrance. It seemed to be glistening, probably from some kind of lubricant, as Shining slowly began to push it inside.

Spike curled his long tail around Shining's waist and grunted in discomfort. Feeling like he needed some help, Twilight swallowed hard and pushed her head forward, taking almost all of Spike's cock into her mouth and sucking on it firmly. Now distracted by the sudden pleasure, Spike had no trouble at all accepting the rest of Shining's cock. From underneath, she could see both Spike and Shining's balls dangling tantalizingly close to her muzzle yet still out of reach.

Shining began thrusting slowly a few moments later, causing Spike to grunt again, but this time it sounded more like a moan. Meanwhile, Big Mac had continued to thrust into Twilight despite all of this, and he was only getting better with time.

The four of them had more or less gotten comfortable now. Twilight was on the bottom, being rutted by Big Mac with Spike bent over the both of them all while Shining fucked him from behind. Shining and Mac were the ones who set the pace, as Spike would buck into Twilight's mouth when Shining thrust into him, and Twilight would take more of Spike's cock into her muzzle when one of Big Mac's thrusts shoved her forward from the force.

Twilight still couldn't believe what was happening. She had gone from masturbating with her magic to getting eaten out by an older, sexier Spike, and now she was at the center of a gangbang. Her eyes were shut tight, and she was moaning desperately as she felt Mac's insistent thrusting, combined with Spike's incredibly hot member in her mouth, pushing her closer and closer to climax.

It hit hard a moment later, and Twilight screamed in ecstasy around Spike's cock as her pussy clenched hard around Big Mac. The enormous stallion grunted at the increased tightness, but he continued to thrust into Twilight regardless, pleasing her all the more.

As she came down from her amazing high, Twilight barely had enough awareness to continue stroking Spike's cock with her tongue. He was bucking his hips against her now, using her tight, wet throat like his personal fucktoy as he thrust in time with Shining. It was obvious that he was getting close, and she suspected that Big Mac was as well, going by his own erratic thrusts.

A moment later, Spike gave a loud groan as he buried his cock inside her mouth, the last couple inches going down Twilight's throat as he came. Twilight moaned as she felt Spike's incredibly warm cum shoot down her throat, gulping as fast as she could an attempt to coax as much out of him as possible.

She pulled back as best she could, eager to get a taste of his cum. Her mouth was flooded with a few more spurts, and Twilight was surprised to find that it tasted spicy, almost like pepper, and was far warmer than the tentacle cum she'd tasted earlier.

With a grunt, Shining stilled as well, and Spike moaned louder as Shining emptied his own load inside him, grinding against him all the while. As Twilight watched in fascination, she saw strings of Shining's sticky spunk running down Spike's balls on their way to the ground between his spread legs. His orgasm lasted a while longer before he pulled out of Spike with a satisfied sigh, dismounting him and going back on all fours.

Spike removed his softening cock from Twilight's mouth a moment later, groaning as he sat down, then rolled over onto his side, facing Twilight. He gave her a tired, but confident grin as her eyes fell on him, and Shining sat on his haunches next to him a moment later, watching as Big Mac continued to rut Twilight.

She felt Mac lean forward further, forcing Twilight's head down to the ground. He began thrusting harder, Twilight gasping in helpless ecstasy as she quickly approached another orgasm.

Big Mac grunted loudly, and Twilight moaned as she felt his cock begin to spurt its thick load inside her pussy, quickly filling the tight space. It wasn't nearly as warm as Spike's had been, but it was still satisfying. Her horn lit up a moment later as she frantically began rubbing her clit with magic, sending her over the edge of her own climax and causing her to cry out as her body was wracked with pleasure.

Twilight and Big Mac came together for a few more seconds, all while Shining and Spike looked on. As their mutual climax ended, Big Mac craned his neck to give Twilight's right cheek a few gentle licks. "Thank ya kindly," he mumbled in her ear. She felt him withdraw, releasing a deluge of his cum from her pussy as he returned to all fours.

"Enjoy yourself, Twi?" Spike asked, a knowing smile on his face.

Twilight's legs gave out from under her as she collapsed onto her side, a dazed smile on her face as her hooves twitched from the aftershocks. The cum she had swallowed still felt hot in her stomach, an ever-present warmth that was both soothing and arousing.

"I'd say that's a yes," Shining said with a chuckle. "Haven't seen a look like that on a mare since the last time I slept with Cadance."

That caused Twilight to snap out of it. "Wait, you've been sleeping with Cadance?!" she demanded, only to blink in surprise. All three of them were gone without a trace. No puffs of smoke, no sound of teleportation, nowhere for them to hide. They had simply vanished while she wasn't looking.

"It… wasn't real?" Twilight asked out loud, looking around in confusion. But that wasn't quite right; her stomach still felt heavy and warm, and her pussy was quite sticky and full as well. It had been more than an illusion, but apparently less than flesh and blood.

Well, I'd say it was real enough, Twilight decided as she stood up on shaky legs. The warmth in her stomach seemed to be spreading, all the way to the tips of her hooves, and gave her the energy she needed to carry on. I wonder what else is in here.

She'd be lying if she said she wasn't hoping to find out.


End file.
